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3.2 Responsibilities of Consultant. <br />3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services <br />shall be performed by Consultant or under its supervision. Consultant will determine the means, <br />methods and details of performing the Services subject to the requirements of this Agreement. City <br />retains Consultant on an independent contractor basis and not as an employee. Consultant retains the <br />right to perform similar or different services for others during the term of this Agreement. Any <br />additional personnel performing the Services under this Agreement on behalf of Consultant shall also <br />not be employees of City and shall at all times be under Consultant's exclusive direction and control. <br />Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their <br />performance of Services under this Agreement and as required by law. Consultant shall be responsible <br />for all reports and obligations respecting such additional personnel, including, but not limited to: social <br />security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' <br />compensation insurance. <br />3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, <br />within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit <br />"A" attached hereto and incorporated herein by reference. Consultant represents that it has the <br />professional and technical personnel required to perform the Services in conformance with such <br />conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to <br />Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more <br />detailed schedule of anticipated performance to meet the Schedule of Services. <br />3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant <br />shall be subject to the approval of City. <br />3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain <br />key personnel will perform and coordinate the Services under this Agreement. Should one or more of <br />such personnel become unavailable, Consultant may substitute other personnel of at least equal <br />competence upon written approval of City. In the event that City and Consultant cannot agree as to <br />the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As <br />discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the <br />City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or <br />timely completion of the Project or a threat to the safety of persons or property, shall be promptly <br />removed from the Project by the Consultant at the request of the City. The key personnel for <br />performance of this Agreement are as follows: TBD. <br />3.2.5 City's Representative. The City hereby designates Daryl Parrish, or his <br />designee, to act as its representative for the performance of this Agreement ("City's Representative"). <br />City's Representative shall have the power to act on behalf of the City for all purposes under this <br />Contract. Consultant shall not accept direction or orders from any person other than the City's <br />Representative or his or her designee. <br />3.2.6 Consultant's Representative. Consultant hereby designates Aaron Knox, or his <br />or her designee, to act as its representative for the performance of this Agreement ("Consultant's <br />Representative"). Consultant's Representative shall have full authority to represent and act on behalf <br />1-2 <br />